Reciprocal Non Disclosure Agreement

Reciprocal Non Disclosure Agreement Template for Philippines

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Key Requirements PROMPT example:

"I need a Reciprocal Non-Disclosure Agreement under Philippine law for a potential joint venture between my technology company and a manufacturing partner, with specific provisions for protecting software source code and manufacturing processes, to be effective from March 1, 2025."

Document background

This Reciprocal Non-Disclosure Agreement template is specifically designed for use under Philippine law when two parties need to share confidential information while ensuring mutual protection. It is particularly relevant for business negotiations, joint ventures, potential partnerships, or any situation where bilateral exchange of sensitive information is necessary. The document complies with Philippine legal requirements, including the Civil Code (Republic Act No. 386), Data Privacy Act of 2012 (Republic Act No. 10173), and relevant intellectual property legislation. It includes comprehensive definitions of confidential information, clear obligations for both parties, and specific provisions for enforcement under Philippine jurisdiction. This template is structured to provide equal protection to both parties, reflecting their dual roles as both disclosers and recipients of confidential information.

Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their full legal names, addresses, and company registration details

2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the business relationship

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms

4. Disclosure and Use of Confidential Information: Core obligations regarding the handling and use of confidential information, including permitted purposes and security measures

5. Protection of Confidential Information: Specific measures required to maintain confidentiality and prevent unauthorized access or disclosure

6. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination

7. Duration and Termination: Term of the agreement and survival of obligations after termination

8. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief

9. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Data Privacy Compliance: Additional provisions specifically addressing compliance with the Data Privacy Act of 2012, required when personal data is involved

2. Electronic Storage and Transmission: Specific provisions for electronic handling of confidential information, recommended when information will be shared digitally

3. Representatives and Permitted Disclosures: Detailed provisions about who can access the information and under what circumstances, useful for complex organizational structures

4. Securities Law Compliance: Additional provisions required when parties are public companies or when information might affect securities trading

5. Intellectual Property Rights: Specific provisions addressing IP ownership and rights, needed when confidential information includes IP

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of the types of confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access the confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed when handling confidential information

4. Schedule 4 - Form of Acknowledgment: Template for representatives to acknowledge their confidentiality obligations

5. Schedule 5 - Data Processing Requirements: Specific requirements for data processing if personal data is involved, in compliance with the Data Privacy Act

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Real Estate

Retail

Telecommunications

Energy

Construction

Pharmaceuticals

Education

Automotive

Agriculture

Mining

Entertainment

Food and Beverage

Logistics

Software Development

Business Process Outsourcing

Relevant Teams

Legal

Executive Leadership

Business Development

Corporate Strategy

Research and Development

Information Technology

Human Resources

Procurement

Operations

Finance

Compliance

Intellectual Property

Corporate Communications

Project Management

Investment

Risk Management

Marketing

Product Development

Engineering

Quality Assurance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Manager

Chief Technology Officer

Chief Financial Officer

Project Manager

Corporate Secretary

Procurement Manager

Research and Development Director

Human Resources Director

Operations Manager

Strategic Partnership Manager

Investment Manager

Compliance Officer

Legal Counsel

Contract Manager

Intellectual Property Manager

Chief Information Officer

Chief Operating Officer

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Authors

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